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By Laws

ARTICLE I – NAMEThe name of the organization shall be Marine Aquarist’s Association of South Texas, Inc.

ARTICLE II – PURPOSE, OFFICE AND FISCAL YEAR

Section 1. Purpose

Paragraph 1: The purposes of the organization are:

1. To encourage the growth of the marine aquarium hobby in South Texas.
2. To educate and inform members and the public about care, keeping and propagation of marine fish and invertebrates.
3. To prevent abuse to marine animals in general, and to conserve the marine environment by promoting intelligent, planned reef management systems.
4. To promote higher standards of health and care provided by local commercial outlets.
5. To organize workshops, seminars and discussions related to all aspects of the hobby.
6. To raise or generate funds and create financial resources to meet the goals.
7. To coordinate with and support similar societies devoted to like-minded interests.

Section 2. Registered Office

Paragraph 1: Principal Office. The Principal office of the organization in the State of Texas shall be located in the City of San Antonio, County of Bexar. The organization may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the organization may require from time to time.

Paragraph 2: Registered Office and Registered Agent. The organization shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Organization Act. The registered office may be, but need not be, identical with the principal office of the organization in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

Section 3. Fiscal Year

Paragraph 1: The fiscal year of the organization shall begin on the first day of January in each year and end on the last day of December in each year.

ARTICLE III – MEMBERSHIP

Section 1. Eligibility for Membership

Paragraph 1: Membership in the organization shall be open to all persons interested in the purposes and goals of the organization and shall be one year in duration.

Section 2. Types of Membership

Paragraph 1: Membership in the organization shall be classified as follows:

a. Charter Membership - Persons who have paid the organization dues and are in good standing. b. Junior Membership - Persons 13 through 17 years of age who have paid the organization dues and are in good standing. c. Family Membership – Persons who have paid the organization dues and are in good standing. Family Membership is available to married persons and their dependents (ages 13 through 17) residing in the same household. Individual Charter and Junior Membership benefits would apply respectively to each person. d. Couples Membership – Persons who have paid the organization dues and are in good standing. Couples Membership is available to married persons residing in the same household. Individual Charter Membership benefits would apply to each person. e. Sponsor Membership - Person or business who is defined as a Sponsor which has paid the organization dues and are in good standing. Business conducted must be devoted to the sale and/or manufacturing of goods, or livestock for the aquaria trade.f. Commercial Membership - Persons representing a storefront or online business which has paid the organization dues and are in good standing. Business conducted is not devoted to the sale and/or trade of goods, or livestock for the aquaria trade. g. Honorary Membership – Persons who have been waived the organization dues and are in good standing that have made outstanding contributions to the research, education, conservation and advancement of sustainable marine keeping. Induction requires a nomination and vote of approval by the BOD.h. Web Membership – Persons who are in good standing and have not paid the organization dues but retain limited access to the organization.

Section 3. Rights and Privileges of Membership

Paragraph 1: All Members in good standing shall be entitled to the following basic rights and privileges:

a. A copy of the By-Laws.
b. Notification of all changes to the By-Laws adopted after the member’s initial day of membership.
c. The right to participate in all the general activities of the organization.
d. Access to unrestricted forums of the websitee. Any member that has an issue with another member or a member of the BOD, will submit a complaint by PM to a board member of choice. The board member will put the issue into review and will keep the concerned member informed as to the progress of the investigation, a public or private (Case by Case) announcement will be made on the issue once the investigation is completed and it will be considered resolved.
f. The same process will be followed if a board member is the one in question. The board will review the issues at hand and (using the Board Rules of Conduct)
Will determine if any wrongdoing has occurred. If in fact the rules of conduct have not been followed, the board member will be given a public vote of charter members as to dismissal or reinstatement to the board. The vote will remain open for 1 week and A simple majority decides.g. Only one active membership account is permitted per person.

Paragraph 2: All Charter Members in good standing shall be entitled to the following additional rights and privileges:

a. A membership card with date of membership.
b. Access to all unrestricted and Charter Member Only sections of the website.
c. Eligibility for appointment as a member of any committee of the organization.
d. Eligibility for appointment to head any committee of the organization.
e. The right to nominate and vote on the election of the officers of the organization and such other issues as are put to vote.
f. The right to be nominated for and elected to any office of the organization. g. The right to attend and observe Board meetings.

Paragraph 3: All Junior Members and Honorary Members in good standing shall be entitled to the following additional rights and privileges:

a. A membership card with date of membership.
b. Access to all unrestricted and Charter Member Only sections of the website.
c. Eligibility for appointment as a member of any committee of the organization.
d. Junior Members and Honorary Members are not eligible for appointment to head any committee of the organization.
e. Junior Members and Honorary Members are not eligible for a board or officer position.

Paragraph 4: All Sponsor/Commercial Members in good standing shall be entitled to the following additional rights and privileges:

a. A membership card with date of membership upon request.
b. Access to all unrestricted and Charter Member Only sections of the website.
c. Eligibility for appointment as a member of any committee of the organization.
d. Eligibility for appointment to head any committee of the organization.
e. The right to nominate and vote on the election of the officers of the organization and such other issues as are put to vote.
f. Sponsors/Commercial Members are not eligible for a board or officer position.g. The right to attend and observe Board meetings.h. Eligibility for their own sponsor forum.

Section 4. Membership Dues

Paragraph 1: The members of the organization will be subject to the annual dues of $15 for the Junior membership, $25 for Charter membership, $40 for Couple’s membership, and $50 for Family membership. Sponsor/Commercial membership requires the donation of goods and/or services to the organization in an amount agreed to by the Board of Directors and documented in the sponsorship agreement.

Paragraph 2: All membership dues are renewable annually.

Paragraph 3: No refunds will be made.

Section 5. Membership Status

Paragraph 1: Termination of any Membership - The Board of Directors and/or moderation team may suspend or expel any member for cause based on conditions outlined in these By-Laws and/or Terms of Use.

Paragraph 2: Reinstatement - Any former member, who left the organization in good standing, wishing to join again, may do so by completing a membership application and paying the yearly membership. Any member who was not in good standing should submit their membership application to the Board of Directors for approval.

Paragraph 3: Transfer of Membership - Membership in this organization is not transferable or assignable.

ARTICLE IV – MEETINGS

Section 3. Conducting Business By Forum Vote

Paragraph 1. Notice of an agenda item must be posted in the Directors Forum or appropriate Membership Forum by a member of the Board of Directors and remain open for discussion for:

a. A period of no less than 5 days for Membership or,
b. A period of no less than 2 days for Board of Directors

Paragraph 2. Upon closure by expiration of the agenda item discussion, a motion for either further discussion or a vote will be made.

Paragraph 3. Voting shall begin only after notice of the agenda item has been been provided a full discussion. The voting period shall remain open for:

a. A period of no less than 5 days for Membership
b. A period of no less than 1 day for Board of Directors

a. Not less than one-fifth (1/5) of all the voting membership with a simple majority vote or,
b. Not less than two-thirds (2/3) of all the Board of Directors with a seventy-five percent majority of the yes/no votes.

Paragraph 5. Votes will be certified only upon expiration of the poll with the quorum count and final poll results being stated. Results and effective date of certified vote will be added to the meeting minutes at the next scheduled meeting.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Membership of the Board of Directors:

Paragraph 1: The Board of Directors of the organization shall consist of:

1. President
2. Vice-President
3. No less than four, or more than 10 Directors elected at large from the organization membership.

Section 2. Election of the At-Large Directors

Paragraph 1: The At-Large Directors shall be nominated and voted on by the membership in December of each year in the same manner as the election of officers.

Section 3. Vacancies on Board of Directors

Paragraph 1: In the event of a vacancy on the Board, the available position shall be announced by the Board of Directors.

Paragraph 2: Any prospective replacement board member must be approved by a simple majority vote of charter members. It will be a yes/no vote that will remain open for five days. If a candidate does not receive a majority vote, the Board of Directors will then have the right to appoint an interim Board member of their choice with a majority vote of Board members.

Section 4. Powers and Duties of the Board of Directors

Paragraph 1: The Board of Directors shall be invested with the following duties:

a. Assemble in regular, special and Board meetings when called.
b. Call special meetings of the membership of the organization when deemed necessary and in the interest of the organization. In the event of a called meeting a notice of 1 month must be given in order for it to count against a board member.
c. Announce vacancies within the elected offices of the organization.
d. Announce and hold special elections to fill vacancies within the elected offices of the organization.
e. Announce and hold the annual election of Officers and Directors.
f. Consider all application for membership in the organization, and render decisions thereon;
g. Select and cause to be used an emblem.
h. Approve the chairperson of all Committees.
i. Authorize any of the elected officers, Directors, or any other member of the Association, or any other persons on behalf of the organization, to execute deeds, contracts, drafts and other obligations necessary or expedient for carrying out the business of the organization.
j. Direct, manage, and control the affairs and business of the organization and adopt rules, regulations and policies for the conduct of business of the organization that are not inconsistent with the Laws of the United States of America, the State of Texas, and these by-laws.
k. In the event the President and/or Vice-President leave office, the Board of Directors will appoint an interim officer.
L. Elected officers for the organization must have previously served on the board.
M. An officer for the organization can not hold more than 1 titled position on the board with the exception of Board of Director

Section 5. Term of Office of the Board of Directors

Paragraph 1: All Directors shall hold office from January 1 following their election until December 31 of the following year. The At-large directors will have staggered terms.

Section 6. Compensation

Paragraph 1: There is no compensation for acting as Director or Officer or being on a committee. This does not prohibit the Board from compensating a Director, Officer or committee person for his/her speaker’s fee and travel expenses if so authorized by the Board, nor is the Board prohibited from compensating a Director or committee person for out of pocket expenses which are incurred on the behalf of the organization with authorization. This is not to restrict the Board from funding any authorized financial business of the organization.

Section 7. Termination of a Directors Membership

Paragraph 1: In order to terminate a member of the Board of Directors, there must be a unanimous agreement among all of the other Board members.

Section 8. Limitations and Indemnification of Personal Liability of Directors

Paragraph 1: A member of the Board of Directors shall not be personally liable, and thereby indemnified, for any monetary damages as such for any action taken, or failure to take action when acting on the behalf of the organization, unless:

a. The Director has breached or failed to perform the duties of his/her office;
b. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

Article VI – Officers

Section 1. The Election of Officers

Paragraph 1: The officers of the organization shall be a President, Vice-President, Secretary and Treasurer.

Paragraph 2: The President and Vice-President are elected by the voting membership of the organization by online poll posted in the charter member forum in December of each year.

Paragraph 3: The elected officers of the organization shall take office upon January 1 of each year and shall end their term of office on December 31.

Paragraph 4: The members of the organization shall have the right to nominate candidates.

Paragraph 5: An officer shall be declared elected when at the close of voting he has a majority of the total votes cast for the office for which he is a candidate. When no single candidate receives a majority of the votes cast, the membership shall vote a second time upon the two candidates for the office that have received the greatest number of votes.

Paragraph 6: Any officer, committee, employee or other agent for the organization may be removed, either with or without cause, by the unanimous vote of the Board whenever, in the judgment of such authority, the best interests of the organization will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Should any officer or director be absent from three consecutive meetings, they shall be removed without notice.

Section 2. Appointed Officers

Paragraph 1: The Secretary and Treasurer shall be appointed positions. They shall be appointed by the President and Vice-President and ratified by the Board of Directors.

Paragraph 2: The Secretary shall serve a term from January 1 to December 31. The Treasurer shall serve a term from January 1 to December 31, at which point will serve as assistant Treasurer until April 15.

Paragraph 3: The President and Vice-President, or a unanimous vote of the Board of Directors, may remove from office the Secretary or Treasurer whenever, in the judgment of such authority, the best interests of the organization will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Should any officer be absent from three consecutive meetings, the Board of Directors is required to review and vote on removal from office within thirty days.

Section 3. Duties of the Officers

Paragraph 1: The President shall:

a. Preside at the regular monthly membership meetings of the organization and at other special meetings of the organization.
b. Call the Board of Directors together and preside at the meeting.
c. Appoint the chair of all Committees subject to the approval of the Board of Directors.
d. Appoint all special committees.
e. Be an ex-officio member of all committees.
f. Call special meetings when necessary.
g. Appoint the Secretary and Treasurer, in conjunction with the Vice-President.

Paragraph 2: The Vice–President shall

a. Perform the duties of the President during any absence of the President.b. Become President should the President leave the organization.c. Be an ex-officio member of all committees.
d. Appoint Secretary and Treasurer, in conjunction with the President.

Paragraph 3: The Secretary shall

a. Attend all regular monthly and special meetings of the organization and record its date, place and proceedings.
b. Attend all meetings of the Board of Directors and keep a full and complete record of the proceedings.
c. Be the custodian of all the documents of the organization other than those pertaining specifically to the other offices of the organization.
d. Countersign as Secretary of the organization all instruments, papers, and documents when asked to do so by the Board of Directors.
e. Submit a copy of the minutes of each Board meeting for review by Board of Directors.
f. Keep all Board meeting minutes available online.

Paragraph 4: The Treasurer shall

a. Be custodian of all funds and securities of the organization and as such take adequate precautions to safeguard them.
b. Keep a regular book of accounts of the funds and securities.
c. Dispense money for the payment of bills and current expenses of the organization as authorized by the Board of Directors and keep the same as part of the Treasurer’s records.
d. Report all financial transactions of the organization when called upon to do so at the meetings of the Board of Directors and at the regular monthly membership meetings of the organization.
e. Make the book of accounts of the organization available for inspection by the members of the organization at every regular monthly membership meeting and available for inspection by the Board of Directors.
f. Make the book of accounts available for inspection by an audit committee appointed by the President.
g. Receive all dues and issue membership cards.
h. Prepare all regulatory and tax filings as required under federal and state statutes.

Article VII – Committees

Section 1. Types of Committees

Paragraph 1: The Committees of the organization shall be Standing Committees and Special Committees.

Section 2. Quorum

Paragraph 1: A majority of the members of a committee shall constitute a quorum for the transaction of business.

Section 3. Standing Committee

Paragraph 1: The Committee shall consist of a chair and any number of members deemed necessary.

Paragraph 2: The President, with approval of the Board of directors, shall appoint the chair of each Committee.

Paragraph 3: Membership of the committee will be determined by the Committee chair from volunteers.

Section 4: Special Committee

Paragraph 1: The committee shall be established as needed and approved by the Board of Directors.

Article VIII – Review

These by-laws shall be reviewed at a minimum interval of three years or when deemed necessary by the Board of Directors.

Article IX – Amendments

Section 1. Amendments

Paragraph 1: These By-Laws may be amended by a seventy-five percent vote of the Board of Directors.

Paragraph 2: Amendments to these By-Laws shall take effect immediately and the membership shall be notified.

Article X – Dissolution

In the event that the organization is dissolved or liquidated, all of the assets and property remaining after all debts, obligations and expenses have been paid may be distributed to charitable organizations that are themselves non-profit and thereby tax-exempt. This shall be determined by the organization’s final Board of Directors.

Article XI - Parliamentary Authority

Paragraph 1: All matters not herein expressly covered by the Constitution and/or By-laws are hereby delegated to the Board of Directors.